The Rainbow factory The Sisters Respite
by Darththork99
Summary: After failing their flight exam. Heartcloud Spirit and her sister are shipped to the Rainbow Factory. When Heartcloud gets desperate in an attempt at survival, she accepts an offer that might just save her life. But she will have to suffer for it!


"Clear, Fly, Fall, Complete." Those where the final words spoken to Heartcloud before she became a stain smeared on the reputation of Cloudsdale. Heartcloud along with her sister Twinkle failed their flight exam. They tucked their wings close to their sides as they took the walk of shame towards the West Gate. The two siblings had their heads low. They looked at the lush Cloudsdalian ground as they approached the one other failure. He had a black coat and a gray mohawk. He was the son of Thunderlane.

"Follow this hallway towards the carriage. Cloudsdale does not accept stains on their wonderful rep." Menacingly said the female security officer for the Flight Exam. She flared her wings for intimidation. The two sisters walked towards the carriage. While Thunderlane Jr. stayed behind.

"So. Ya don't like stains on Cloudsdale?" Thunderlane Jr. cockily asked. "Well how do you like this?" He raised his rump into the air, and began to have a bowel movement. The shit glopped out of his ass and onto the lush white cloud floor. "Theirs a stain for ya!"

"Get the fuck down there!" She yelled. Thunderlane Jr. trotted to the end of the hall, joining the two fillies in the carriage.

"So you're this years batch of worthless ponies who call 'emselves pegasi!" Came a cocky stallion.

"Where will you be taking us?" Heartcloud asked, her crying sister Twinkle had her face buried in her sisters white chest.

"Duh fuck do I know?" The stallion slammed the door, and got up to the dragging bridle and hooked himself and another on. The entire trip took about an hour. An hour of Twinkle's tears, Heartcloud stroking her sisters dark pink mane, and cocky expletives from Thunderlane Jr.

The carriage had stopped. The three foals remained in their seats while they seen their carriers switch places with two black suited mares, who flew them back in the direction they came from.

"W-whats gonna happen sis?" Twinkle Spirit pondered to her older sister. Tears drying up. Heartcloud's light blue mane lowered with her head as she looked into Twinkles pink eyes.

"I don't know. They could be taking us the a city of the banished. But i'm not sure." She responded with care in her voice. The two drifted to sleep in each others arms, the light breathing of the two could just barely be heard. The carriage continued it's journey through the star filled sky of an Equestrian night.

"Hey sleeping beauty! Wake the hell up!" Came a raspy female voice from outside of all existence. Heartcloud seen her parents fade back away from her. No matter how fast she flew towards them. She only got further away. As everything became white, she woke up. Heartcloud was alone in the carriage she Thunderlane Jr. and her sister where transported in. It was still in the dead of night when she stepped out of the door.

"Wait! Is this Cloudsdale?" Heartcloud gasped. One of the suited ponies turned to her.

"Yes. It will be explained when we get inside." The suited mare replied.

"Then what the buck was the point of-"

"Get inside!" The mare ordered, pushing Heartcloud in through the metal doors between darkened storm clouds.

"Sister! Where are they taking us!" Twinkle begged to know. Heartcloud did not respond. She was shocked at what she was experiencing. The three foals where walked to a dark red pegasus. He wore a lab coat, a pair of goggles, and some rubber boots.

"Welcome. Welcome, welcome!" Came the scientist looking stallion. "To the Rainbow Factory!" Thunderlane Jr. stepped forward.

"Yeah! Well you better welcome my hoof to your face!" The colt swung at the stallion, he was quickly tackled and tazed.

"I suppose I don't have to explain what happens if you try anything." He stated. "I am Dr. Atmosphere! I am head scientist of the factory!"

"Umm." Twinkle cleared her throat. "Excuse me Dr. Atmosphere... What do you need with us?" Twinkle asked.

"Ah that is an excellent question little filly." Dr. Atmosphere replied. "you see. I'm sure you've been called useless. Well. That's not true at all!" Dr. Atmosphere explained. "You see young ones. Without little ones like yourselves, Equestria wouldn't have rainbows!"

"So this is our job now?" Heartcloud asked curiously.

"Oh yes... Come!" Dr. Atmosphere said. The three foals followed the generous Doctor through another set of doors into the main room. The room was a polished bronze metal color. The red hued lighting gave the room a spooky and dreadful feeling. The higher points of the room consisted of many balconies and catwalks, and in the middle of the room was a large vat looking gadget. It had chains hanging from the ceiling just above it.

"So. These are the final arrivals?" Came a boyish raspy female voice.

"Yes they are." Dr. Atmosphere responded. The three joined a large group of foals of the same age group as them, sitting in the middle of the room.

"Alright listen up!" Dr. Atmosphere ordered the group of foals. "You are all this years failures! All failures to the Flight Exam come here. This is where the rainbows are made."

"Wait a minute! This doesn't add up!" Heartcloud interrupted. "If the failed to the exam come here, and the exam has done this for almost One-Thousand years. Then why are there so little ponies here?"

"A good question!" Dr. Atmosphere exclaimed. "The only way I can explain it to you is demonstrate the creation of a rainbow. Do I have a volunteer?" Dr. Atmosphere explained. Thunderlane Jr. stepped forward.

"Yeah! I'll do it!" Thunderlane Jr. followed a worker up the stairs towards the strange device.

"This is the Pegasus Device. Without this. We would not be able to extract rainbow spectra." Dr. Atmosphere flew towards the device. "Chain him in." Dr. Atmosphere ordered the worker.

"Wait. Chain me in?" Thunderlane Jr. repeated without an answer as he was chained around his front legs, wings, and back legs.

"Hold on!" Loudly came a voice from behind the group of foals. "That's my son!" It was Thunderlane.

"Sorry but there are no exceptions!" Dr. Atmosphere stated. Thunderlane flew upward towards the device.

"I'm gonna do it." Thunderlane said. No words came out of Dr. Atmosphere as he moved out of the way. Thunderlane latched the lever.

"Dad! Whats going on?" Thunderlane Jr. asked.

"Son. You've disappointed me to no end for your entire life. You have brought much shame to our family, and now it's time for you to be punished!" Thunderlane yelled, as he pulled the lever, causing the machine to growl to life. The chains started twisting and pulling.

"Gah! Dad! Stop it! Please!" Thunderlane Jr. begged as the chains broke his arms and ribs, followed by his back legs and wings. "Why!" Thunderlane Jr. let out his final words as he broke down in tears. The group of young failures looked on in terror, as he was dropped into the vat, his body was grinded as the blood splattered all across the room. A Rainbow flowed out through some tubes into the outside after the machine stopped.

"So that is how a rainbow is made." Dr. Atmosphere finished. "We are ahead of schedule for rainbows. It looks like we can take a few days off. Our next commissioned rainbow is next week. We have enough rainbows for twice the required dosage. Bring the slaves to their cells, and you can all go back to your apartments!" Dr. Atmosphere announced. All the workers led the foals to their small one per cell cells. They had a light blue metal walls, with iron bars. They had a bucket and a mattress resting on a metal bed frame inside. Each foal had their own cell. The workers went down the hall further, and authorized their identity with a card, and entered. The following halls where much like a hotel, only they where apartments for the workers. Since they where not allowed to leave.

"S-sis?" Twinkle Spirit let out in the darkness that was as still as death. "A-are y-you awake?"

"Yes Twinkle. I can't sleep either." Heartcloud replied to her sister through the darkness. Her cell was right to the left of her sisters, so communication wasn't a problem.

"Heart. Did you see what they did to that colt?" Twinkle asked.

"Yes. I can't believe this is how rainbows are made, and the regal sisters don't know about it!" Heartcloud responded.

"I wanna go home! Back to mommy and daddy!" Twinkle cried. Heartcloud turned in her bed to the invisible wall behind her.

"Just don't think about it. Try to get some sleep." Heartcloud tried to sound as positive as possible, but could not hold back the sadness and sorrows in her heart from escaping her trembling lips. Heart eventually fell asleep.

Thunderlane was sitting in his apartment, watching the flight races on television. It was Cloudsdale's Wonderbolts vs. another flight team that he didn't care about. The soft chair he rested in stood out from the beige walls of his dimly lit quarters. The lamps turned on low, and the blue carpet stood frozen in time.

"C'mon Soarin! Get your flank out there! Kick some plot!" Thunderlane cheered at the television program as if he forgot where he was, and what he did to his own son. "Pegasi outside of Cloudsdale can't do shit to us!" Thunderlane continued to watch the game until the Wonderbolts came out victorious once again! He switched off the TV and brushed his teeth, he then stumbled into his bed, and pulled the covers over himself.

"I get the rest of the damn week off! Fuckin' awesome! Get to sleep in real good tomorrow." Thunderlane exclaimed, happy that he got off his sadistic, unneeded job. He tried to go to sleep. But he felt a stiffness between his legs. "Ah you're back are ya?" Thunderlane sat up, and pulled the covers off of him, a rather impressive shaft bulged up from his crotch.

"Yeah it's been a while since I had sex. Hmm. About seven fucking months since I began working here." Thunderlane spoke. He lowered his hooves down towards his length, and began stroking up and down. Thunderlane continued his clopping as he sat up, moving his entire body in sync with his hooves, building up the pleasure in his lower regions. He moaned a'lot as he shot his cloud white pony semen across the room with a strong burst.

"Aww yeah! That's good!" Thunderlane whispered loudly. He laid back without even wiping up his cum. His eyes became heavy, and he fell asleep. He dreamed exclusively of sex that night.

"NOOO!" Twinkle screamed! "Heartcloud! Help me!" Twinkle continued to scream uncontrollably.

"Twinkle! It's okay! You where just dreaming!" Heart howled from her cell. "It'll be okay! You're safe right now." Heart reassured. Heartcloud was great at acting, so she showed no fear in her words or face, but inside she was filled with dread.

"Alright! Get the fuck up you lazy shits! Time for another day of hard labor!" A warden galloped down the prison hallways waking every one of the slaves up.

"I thought Dr. Atmosphere said nopony would be working this week?" Came a young male voice from the cell down the hall.

"No work for the employee's! You on the other hoof will work until you collapse!" The female warden explained. All the cell doors slid open and a large line of young pegasi flowed towards the main room. Heartcloud Spirit held her sister close as roll call was done, no problems today. Some foals where assigned to transport materials into different rooms of the factory. Some where told to organize the scientists files into the correct cabinets. Twinkle Spirit was assigned to cook food for the workers and scientists, along with the other slaves assigned to the food job. Heartcloud on the other hoof was given janitor duties for the Pegasus Device.

"Sis! Don't leave me!" Twinkle begged. She was being dragged to the kitchen by a large male.

"It's okay Twinkle. You'll be fine. Just cook some food for them." Heart hid the worry she felt behind her smiling face. But as soon as her little sister was out of sight, her smile inverted, and a long stream of tears flowed down her face. Another filly looked at her with confusion.

"Whats with the mood swing?" The yellow filly asked.

"I... I j-just can't let my sister see me like this! She needs a strong older sister to feel safe around. If I let myself go in front of her. Sh-she'll lose it too!" Heart's tears began to thicken as she mopped up some of the remaining gore left on the internals of the turned off machine. She began to feel pressure in her throat as she seen what looked like Thunderlane Jr's. castrated testicle. She vomited as she scooped it up, the foul taste of the vomit continued coming up without an end. She nearly passed out from lack of oxygen, as her wings collapsed. She fell into the stationary teeth of the grinder, and between the first set, all the way to the bottom of the device. It was dark, bloody, and smelly down there.

"Are you okay?" The yellow filly shrieked. Heartcloud got up from her tumble. She was covered in blood, gore, and puke.

"Y-yep i-i'm fine!" She shuddered as all the slippery substances slid off of her pure white coat. She flew back out, and continued mopping up remains.

"Oh hey look! We got a party animal!" Came an adult female voice. "Lets hose this one down!" Heartcloud could barely look behind her, as she was sprayed with a long jet of FREEZING water. Followed by the laughter of three factory workers. When the stream of water ceased. Heart just stood there. Shivering, it was as if the water had soaked it's way into her soul. She for once in her life felt like a corpse. Her blue tail was dripping wet, she decided to lift it up onto her back. Big mistake.

Thunderlane was staring at the rear end of Heartcloud, after his non relationship female friend hosed her down. Thunderlane stared at that pink plush under aged pussy contract, trying to keep the cold water out.

"Damn... That's one fine openin'." Thunderlane was lost in a trance. That genitalia that he had been yearning for, for six months was right there in front of him. His penis began to slide out of his sheath once again.

"What was that Thunder?" A mare asked. Thunderlane jumped out of the trance.

"Nothing!" He yelped. Thunderlane flew back to his apartment as fast as he could. Successfully hiding his erection.

"Umm. H-Heartcloud?" The yellow filly began.

"Y-y-yes?" Heart responded worried.

"You're kinda...umm...showing." The filly stammered. She pointed her hoof towards Heartcloud's flank, causing her to immediately cover herself back up.

"I'm sorry about that!" Heart blushed. She and the other slaves continued to mop up the device until it was squeaky clean. They where then put in a waiting room, until the other assigned foals got back. Twinkle Spirit and Heartcloud Spirit sat together in the pure white cloud room, waiting for their next orders.

"Alright! Since there is not really anything else that needs to be done around here. I proposed something with the manager... We're gonna use you for our entertainment! A bare hoof, no holds bar fight. We choose the matchups, and you WILL fight each other until the loser is out cold!" The worker proposed. All the foals where put in a tournament style list. Matched up randomly. Heartcloud had won a fight with a younger colt by bashing his head into the wall. She never intended to hurt him.

It was Twinkles turn to fight. She was matched up with a grey filly. Who proceeded to viciously pound her into the ground. It was almost like she thought she would go free if she won.

"Stop it!" Heartcloud commanded as she seen her younger sister get demolished by that older filly. She jumped on the grey filly and got her off, only to get a hoof dead across her head, and a tazer to her side. She and Twinkle where thrown back into their cells. It took an hour before Twinkle Spirit woke up.

"Are you there Heart?" Twinkle pleaded.

"Yes. I'm here." Heartcloud replied. "We're done for the day. Don't worry."

It was late at night. Thunderlane had left his apartment. He got into the prison area, where he unlocked Heartcloud's cell door, and walked in. He shook Heart awake.

"Huh! What's going on!" Heart gasped. Only to have a hoof cover her mouth with tape. Heartcloud was lifted out of her cell and carried back to Thunderlane's apartment. Despite all of her muffled cries for help, nopony heard her.

"Ts alright. We're gonna have some...Fun." Thunderlane menacingly implied as he flew back to his quarters on silent wings.

Thunderlane had brought Heartcloud to his apartment. He had removed the tape from her mouth, but he got no scream.

"W-what do you want with me?" Heart stuttered.

"Imma give you two options." Thunderlane said. "Number one, you can die horribly and be turned into a rainbow. Number two, you can spend the whole day in my apartment for my personal... Pleasures." It only took a second for Heart to realize the decision he was giving her.

"Oh no! I'm not going to do that! Go fuck yourself!" Heartcloud exclaimed.

"You'll be well fed, and you'll live here until you are found out. Which I can tell you, will not be for a very long time if at all! Or you could just become a faded memory." Thunderlane explained. "I'm giving you a choice."

"W-what will happen to me every day?" Heartcloud questioned.

"You will stay here, and feel free to use my things as you like. But you must return to your cell at the end of the day. If I get horny though. You'll be my personal sex slave. Got it?" Thunderlane was stretching the truth a little. He planned to tie her down in an open position if she accepted.

"Why me?" Heart asked.

"When I seen you after Shema hosed you down, I knew you where perfect." Thunder admited.

"Why can't you get with another worker?" Heartcloud asked again. Thunderlane was getting impatient.

"Because non of them like me like that. Now will you say yes or no!" Thunder pouted.

"Umm... Yes. Yes I'll do it. I'll be your bitch to survive!" Heart was ashamed to hear these words escape her mouth. Her dignity left her as well. But the will to live is the strongest thing in a pony. Thunderlane's cheeks began to lift into a smile.

"Good. Hehehe. Let's get started then." Thunderlane perveretedly declared.

"Wait! Not yet!" Heartcloud begged as Thunderlane pushed her onto her stomach onto the floor. "Stop!"

"There is no going back now!" Thunderlane growled. He place his throbbing member on her face, she tried to pull away, but Thunder pulled her back. He forced his cock into her warm mouth. "You're gonna like it in a little while."

All Heartcloud could do was go with the flow. She tasted nothing but the giant penis being stuffed down her throat. Tears flowed down her innocent face as she occasionally choked on the member she was being forced to suck on.

"Ohhh! That's the stuff!" Thunderlane exclaimed as this was his first blowjob in over half a year. He continued to bob Heart's head up and down his long shaft, moaning every time her tongue slipped under the head of his penis. He continued to orally rape his new sex slave until he couldn't hold it back anymore. Thunderlane pushed Heartcloud's head as far down as he could, he felt his balls against the under aged fillies chin. He came deep into her mouth. Moaning like crazy. It was difficult to breath for Heartcloud. The semen tasted vile since it was the first time she tasted it. The cum just kept rushing out of Thunderlane's hard cock, filling up her young mouth.

"Mmmmm!" Heartcloud tried to say something but could only muffle through the giant cock and cum.

"Swallow it please." Thunderlane nicely asked. Heartcloud was feeling to much fear to defy him. She swallowed every last drop of the thick spunk. She then licked it off of Thunderlane's wilting penis. "Yeah. That's so sexy."

"W-why is it sexy?" Heartcloud asked.

"Hehe. To see a little innocent filly like you down on her knee's drinking all of my cum after blowing me." Thunderlane told her.

"You Foalophile!" Heartcloud exclaimed. "Can I go back to my cell now?" She had tears swelling up from the act she was forced to preform.

"No."

"Why?"

"Because we are just getting started." Thunderlane menacingly declared.

"Oh no!" Heartcloud begged. Thunderlane forced the filly onto the floor, her chest just barely above her hooves. Thunderlane got on top of her.

"Here goes!" He exclaimed, as he began to push his shaft against Heart's young virgin pussy. All Heartcloud could do was bite down on her lip as the pressure in her flank gave out, and the massive length slid a few inches into her.

"Oww!" Heart cringed, she felt as the head of Thunder's penis pressed against her unbroken hymen.

"Finally!" Thunderlane howled as he broke through her hymen and dived into her depths. Heartcloud was shrieking in shame, disgust and pain!

"P-please! St-stop!" She begged. Thunder's long thick cock rubbed up against her cervix, surprising Heart.

"You'll start to like it little bitch!" Thunderlane said.

"S-somepony! Anypony! Help me!" She begged.

"They can't hear you through these sound proof walls. Just lie there and take it!" Thunderlane rumbled. Heartcloud just laid there. Whimpering. Her plot was on fire! The member felt like it was tearing her in half. Until a rather pleasant sensation faded into her flank. Something tingly, something... Good? Heartcloud began to moan at this new feeling. Her body began to buck against Thunderlane's hips, pushing his adult cock into her opening.

"Ohhhhh! Please!" Heartcloud moaned.

"What?" Thunderlane confidently asked.

"Rut me!" She screamed. The slave, and her master continued to fuck for another few minutes. The filly had reached her first little orgasm. The contractions had set Thunderlane off as well. He normally wouldn't cum inside of a female, since he didn't wan't another foal. But this was his sex slave. She would most likely be dead within a week. He wanted as much pleasure as possible! He pushed himself deep into his slave, and came deep inside of her!

"Ooooohhhhhhhh!" Heartcloud groaned, this new heat in her pussy was granting her the most pleasure she had ever felt! It had set her off the edge again! Heart lay there panting, while Thunderlane picked her up, and brought her out of his apartment. He unlocked her cell and placed her on her small mattress. She fell asleep not soon after Thunderlane had re-locked her cell.

It was the same routine every day for the rest of that would wake up, talk to her little sister, call her name during roll call, then get snuck back to Thunderlane's apartment. He usually came back every hour and a half. Thunderlane would fuck her in plenty of different ways. Vaginal, Oral, Anal, Clopjobs. He had even tried sixty nine. But each and every time he came. It was either inside of Heartcloud, or all over her body, and in her mouth. Heartcloud did not enjoy it when she didn't get to orgasm. But that was all last week. It was time to make more rainbows!

"Alright! It's time to get back to work!" Dr. Atmosphere declared before starting roll call. Let's select our next disgrace shall we?" Dr. Atmosphere looked around the room for a foal he though he could live without. "You!"

"What!" Heartcloud was grabbed by two workers, and dragged up to the Pegasus Device! "No! No! Wait!" Heartcloud was struggling.

"Nooo!" Twinkle wailed. She flew forward and headbutted a worker, freeing her grip from Heartcloud. Twinkle was tazed, and subdued. Heartcloud did not stop! She flew through the door, and bashed past the guards. She came across the locked door to freedom. There where voices outside!

"SOMEPONY HELP ME! PLEASE!" Heartcloud shrieked. She continued banging on the door, the workers closing in behind her. They tazed her, and beat her against the metal door, creating very loud banging sounds.

"Take her to the device!" Commanded a much older male worker. They began dragging her back.

"NOOOOOOOOOOOO!" She screamed, mortified.

Heartcloud was chained to the device, she seen all of the eyes on her. But her little sister Twinkle Spirit sat right in front of her.

"Why? Why are you making me do this?" Twinkle cried.

"Punishment for trying to help her." Dr. Atmosphere stated. Twinkle shook her head.

"No! I won't do it!" Twinkle defied.

"Do it now! Worthless Filly!" Dr. Atmosphere ordered. Twinkle looked into her sisters eyes. Tears welling up like mad! She pulled the lever.

"Graaaaaaa!" Heartcloud screamed in agony as the chains pulled and twisted her limbs. Breaking all of her bones.

"I love you sis!" Twinkle called. Heartcloud barely heard her, but she silently said 'I love you too.'

The chains finished breaking her, and dropped her into the spinning gears.

"Mommy!" Was the last thing Heartcloud uttered from her doomed self. Her boddy was grinded and crushed into little small pieces, as her skull caved it on her brain. Ending the fillies suffering.

The workers of the factory all laughed to their heart content. But the slaves broke down in tears, but none where as strong as Twinkle Spirit's sadness. She felt like her insides where eating themselves. Twinkle bent over and fell into a catatonic state which might never end.

-The End. 


End file.
